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PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 13 of 18
<br />TERMS AND CONDITIONS OF USDD PRODUCT SALES
<br />These U.S.Digital Designs,Inc.terms and conditions of sale (“Terms and Conditions”)are effective March 1,2022 (the “Terms and Conditions
<br />Effective Date”),and supersede all prior versions covering the sale of products and related services (collectively,“Products”,as defined more
<br />specifically below)by U.S.Digital Designs,Inc.(“USDD”).References to “Customer”,“you”,or “your”all pertain to the purchaser of Products.
<br />These Terms and Conditions, together with any separate agreement you may have with USDD that specifically references these Terms and Conditions
<br />(collectively,the “Agreement”)set forth the entire agreement between the parties relating to your purchase of USDD Products.The Agreement may
<br />only be modified by an authorized representative of each party in a signed writing.
<br />ORDERS.Orders (including any revised and follow-on orders)(each,an “Order”)for USDD Products are non-cancelable,except as expressly set
<br />forth herein,and will be governed by the terms of the Agreement.All Orders are subject to acceptance by USDD and shall include the following
<br />information:purchase order number;customer’s legal name and billing address;Customer’s shipping address;and a list of the Products and quantities
<br />for each different type of Product Customer wishes to order.USDD’s acknowledgment of its receipt of an Order shall not constitute acceptance of such
<br />Order. An Order is deemed to be accepted upon the earlier of (i) USDD’s written acceptance or (ii) shipment of the Products specified in the Order.
<br />Any conflicting,additional,and/or different terms or conditions on Customer’s Order or any other similar instrument are deemed to be material
<br />alterations and are rejected and not binding upon USDD.USDD’s acceptance of Customer’s Order is expressly conditioned upon Customer’s assent to
<br />the terms and conditions contained herein in their entirety.Customer’s acceptance of delivery from USDD constitutes Customer’s acceptance of these
<br />terms and conditions in their entirety.
<br />REMITTANCES.All invoices shall be due and payable upon receipt in United States currency,free of exchange or any other charges,or as otherwise
<br />agreed in writing by USDD.
<br />QUOTE PRICING.This proposal expires 30 days after its date.Prices are subject to correction for error.Prices,terms,conditions,and Product or
<br />Service specifications are subject to change without notice. Pricing is subject to immediate change upon announcement of Product discontinuance.
<br />PAYMENT.
<br />4.1.Invoicing &Payment .USDD reserves the right to invoice Customer monthly for all materials delivered.Invoices are due thirty (30)days from the
<br />date of the invoice,unless prepayment is required in the quote.If the Customer becomes overdue in any progress payment,USDD shall be entitled to
<br />suspend further shipments,shall be entitled to interest at the annual rate of 18%,or the maximum amount allowed by law,and shall also be entitled to
<br />avail itself of any other legal or equitable remedies.Customer agrees that it will pay and/or reimburse USDD for any and all reasonable attorneys’fees
<br />and costs which are incurred by USDD in the collection of amounts due and payable hereunder.
<br />4.2.Payment Disputes.Any disputes must be provided to USDD as soon as possible and must be accompanied by detailed supporting information.
<br />Disputes as to invoices are deemed waived fifteen (15)days following the invoice date.In the event that any portion of an invoice is undisputed,such
<br />undisputed amount must be paid by no later than the invoice due date.
<br />4.3.No Set Off .Neither Customer nor any related entities (or representatives or agents thereof)shall attempt to set off or recoup any invoiced amounts or
<br />any portion thereof against other amounts that are due or may become due from USDD,its parent,affiliates,subsidiaries or other legal entities,
<br />business divisions, or units.
<br />4.4.Credit Card Payments.All USDD quotes are developed for the Customer with the understanding the eventualany purchase of the Products listed
<br />thereon willwould be facilitated usingsubject to USDD’s standard Purchase Order and Invoice process.If Ccustomer would rather seek to use a Credit
<br />Card for purchase, then said order would be subject to a 4% credit card surcharge.
<br />SURCHARGES.
<br />5.1.In addition to any Product repricing under Section 8.2,USDD may,from time-to-time and in its sole discretion,issue surcharges on new and existing
<br />Orders in order to mitigate and/or recover increased operating costs arising out of or related to,without limitation:(a)foreign currency exchange
<br />variation,(b)increased cost of third-party content,labor and materials,(c)impact of government tariffs or other actions,and (d)any conditions that
<br />increase USDD’s costs,including without limitation increased labor,freight,material or supply costs,or increased costs due to inflation (collectively,
<br />“Surcharges”).Such Surcharges will not be considered a “price increase”as contemplated hereunder and will be effective upon notice to Customer.
<br />For avoidance of doubt,Orders placed prior to the Terms and Conditions Effective Date which have not been delivered,including those on backlog or
<br />which requested delivery more than twelve (12) months from the date of Order, are subject to Surcharges.
<br />DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1
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